Tri Pointe Homes (TPH) director’s shares converted to $47 cash in merger

Rhea-AI Filing Summary

Tri Pointe Homes, Inc. director Lawrence B. Burrows reported the automatic cancellation of his equity as part of the company’s merger with Sumitomo Forestry. On May 14, 2026, 3,734 shares of common stock underlying restricted stock units and 87,836 shares of common stock were disposed of in issuer transactions.

Under the merger agreement, each share of Tri Pointe common stock was canceled at the effective time of the merger and converted into the right to receive $47.00 in cash per share, without interest. Each affected restricted stock unit fully vested, was canceled, and similarly converted into a cash right based on the same $47.00 per-share merger consideration, leaving no reported direct share holdings for Burrows after the transaction.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider BURROWS LAWRENCE B.

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	87,836	$47.00	$4.13M
Disposition	Common Stock (Restricted Stock Unit)	3,734	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct, null); Common Stock (Restricted Stock Unit) — 0 shares (Direct, null)

Footnotes (1)

1. Pursuant to the Agreement and Plan of Merger, dated as of February 13, 2026 (the "Merger Agreement"), by and among Tri Pointe Homes, Inc. (the "Company"), Sumitomo Forestry Co., Ltd. ("Parent"), and Teton NewCo, Inc. ("Merger Sub"), an indirect wholly owned subsidiary of Parent, on May 14, 2026, Merger Sub merged with and into the Company (the "Merger"), and each share (each, a "Share") of Company common stock (other than certain excluded Shares) issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") was automatically canceled and converted into the right to receive $47.00 in cash, without interest (the "Merger Consideration"). At the Effective Time, each outstanding restricted stock unit award (each, a "Company RSU") granted prior to February 2026 or held by a non-employee director was fully vested, canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive, in respect of each Share subject to such Company RSU, the Merger Consideration in cash, without interest.

Key Figures

RSU-based shares disposed: 3,734 shares Common shares disposed: 87,836 shares Merger consideration: $47.00 per share +2 more

5 metrics

RSU-based shares disposed 3,734 shares Common Stock (Restricted Stock Unit) canceled on May 14, 2026

Common shares disposed 87,836 shares Common Stock canceled on May 14, 2026

Merger consideration $47.00 per share Cash paid for each Tri Pointe common share

Disposition transactions 2 transactions Both coded D, disposition to issuer

Shares following transaction 0 shares Total direct shares reported after merger-related dispositions

Key Terms

Agreement and Plan of Merger, Merger Consideration, restricted stock unit award, Effective Time, +1 more

5 terms

Agreement and Plan of Merger regulatory

"Pursuant to the Agreement and Plan of Merger, dated as of February 13, 2026..."

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Merger Consideration financial

"...was automatically canceled and converted into the right to receive $47.00 in cash, without interest (the "Merger Consideration")."

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

restricted stock unit award financial

"At the Effective Time, each outstanding restricted stock unit award (each, a "Company RSU") granted prior to February 2026..."

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

Effective Time regulatory

"...issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") was automatically canceled..."

Company RSU financial

"At the Effective Time, each outstanding restricted stock unit award (each, a "Company RSU") granted prior to February 2026..."

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BURROWS LAWRENCE B.

(Last) (First) (Middle)

C/O TRI POINTE HOMES, INC.

940 SOUTHWOOD BLVD, SUITE 200

(Street)

INCLINE VILLAGE NEVADA 89451

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Tri Pointe Homes, Inc. [ TPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/14/2026		D		87,836	D	$47(1)	0	D
Common Stock (Restricted Stock Unit)	05/14/2026		D		3,734(2)	D	(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of February 13, 2026 (the "Merger Agreement"), by and among Tri Pointe Homes, Inc. (the "Company"), Sumitomo Forestry Co., Ltd. ("Parent"), and Teton NewCo, Inc. ("Merger Sub"), an indirect wholly owned subsidiary of Parent, on May 14, 2026, Merger Sub merged with and into the Company (the "Merger"), and each share (each, a "Share") of Company common stock (other than certain excluded Shares) issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") was automatically canceled and converted into the right to receive $47.00 in cash, without interest (the "Merger Consideration").

2. At the Effective Time, each outstanding restricted stock unit award (each, a "Company RSU") granted prior to February 2026 or held by a non-employee director was fully vested, canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive, in respect of each Share subject to such Company RSU, the Merger Consideration in cash, without interest.

	/s/ Glenn J. Keeler, Attorney-In-Fact	05/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Tri Pointe Homes (TPH) director Lawrence B. Burrows report?

Lawrence B. Burrows reported issuer dispositions of his Tri Pointe equity. On May 14, 2026, 3,734 restricted stock unit-based shares and 87,836 common shares were automatically canceled in connection with the company’s merger and converted into rights to receive cash.

How much cash per share did Tri Pointe Homes (TPH) shareholders receive in the merger?

Each share of Tri Pointe common stock was converted into the right to receive $47.00 in cash. This fixed cash amount, called the merger consideration, was paid without interest for each share canceled at the effective time of the merger.

What happened to Tri Pointe Homes (TPH) restricted stock units held by the director?

Each outstanding restricted stock unit held by the director fully vested at the merger’s effective time. Those units were then canceled and converted into a right to receive cash equal to the $47.00 merger consideration for each underlying share, paid without interest.

Did Lawrence B. Burrows sell Tri Pointe Homes (TPH) shares on the open market?

The filing shows dispositions to the issuer, not open-market sales. His 3,734 restricted stock unit-based shares and 87,836 common shares were automatically canceled in the merger and converted into cash rights at $47.00 per share under the merger agreement’s terms.

Who acquired Tri Pointe Homes (TPH) in the merger tied to this Form 4?

Tri Pointe Homes merged with Teton NewCo, Inc., an indirect wholly owned subsidiary of Sumitomo Forestry Co., Ltd. At the effective time, each eligible Tri Pointe share was canceled and converted into the right to receive $47.00 in cash as merger consideration.

What was the effective time treatment of Tri Pointe Homes (TPH) shares in the merger?

At the effective time of the merger, each outstanding Tri Pointe common share, other than certain excluded shares, was automatically canceled. Each such share was converted into the right to receive $47.00 in cash, without interest, as specified in the merger agreement.